HomeMy WebLinkAboutDevelopment Application - Supplemental Information VALLEY SENIOR SERVICES ALLIANCE
Senior Housing and :Health Care Campus PUD Proposal
For 58tn Street North
Oak Park Heights, Minnesota
General Intent of the Application
Valley Senior Services Alliance (VSSA) is a non - profit corporation formed by
Presbyterian Homes :l- lousing and Assisted Living, Inc., Lakeview Hospital, and
Croixdale Residence and Apartments and is dedicated to serving older adults in
Washington County and the St. Croix valley. VSSA is purchasing the 118 acre Haase
property that is now zoned Open Space Conservation and is requesting rezoning to a
PIJD. The project plans include office and commercial space to the north of planned 58
Street and senior housing and care facilities to the south, to be completed in two phases.
Professional Consultants
Architect Development Consultant
Mr. Skip Sorensen Ms. Barb Barry
Johnson Sheldon & Sorensen, Inc. Barbara P. Barry & Associates, Inc.
10249 Yellow Circle Drive, Suite 220 4631 Humboldt Ave. S.
Minnetonka, NM 55343 Minneapolis, MN 55409
Development & Marketing Consultants Survey, Civil Engrg, wetlands
Mr. Bob van S lyke Mr. Charles Melcher
Senior Housing Partners Ulteig Engineers
2345 Rice St., Suite 240 5201 E. Diver Rd., Suite 308
St. Paul, MN 55113 Minneapolis, MN 55421
Attorney Broker
Mr. Grover Sayre Mr. Robert Rohns
Leonard O'Brien Wilford Spence Kohns Commercial Real Estate
100 S. Fifth St., Suite 1200 :12820 54 Ave. N.
Minneapolis, MN 55402 Plymouth, MN 55442
Zoning and Present Use of Site and Surrounding Properties ..... I .... . ........... ........ . .. .................... . .. . ............. Site: present zoning: Open Space Conservation; present use: vacant,
undeveloped
West of site: Present zoning: R-1; present use: single family residences
Southerly portion: zoned Institutional; undeveloped
South of site: Not in the City of oak Park Heights; current uses are single family homes
and hobby .farms
East of site: Present zoning: partially open Space Conservation, part is R-1; present
use: some vacant land, some single family homes
North of site: Present zoning: partially open Space Conservation, partially B -2; present
use: some vacant, a Wal-Mart, auto salvage, retail and industrial toward
Hwy. 36
Marke.
The proposed PUD is for commercial /office to the north of 58 Street and a campus for
older adults south of 58 Street. The campus includes a City Park, duplex and cottage
units, independent living apartments and cooperative, assisted living facilities,
dementia/Alzheimers living facilities and a central core that will provide health services,
central food service and laundry.
A comprehensive market study of the area was completed and concluded that an
opportunity exists in the oak. Park Heights /Stillwater area because there does not appear
to be a broad range of older adult services in place. It also indicated that services that are
available could be more integrated. In addition to demand for the services and housing
facilities contemplated with the planned vSSA development, research also indicates a
30+ percent growth in demand along the St. Croix valley over the next decade.
The proposed development complements the surrounding current and planned property
uses very well. Great care has been taken in providing significant setbacks from existing
single family homes and preserving existing stands of trees wherever possible. walking
paths throughout the project will wind around lakes and ponds on the site and link to
existing trails and to a park that will be developed as a part of the development. The
transitions match well with adjacent uses. Low density cottages and duplexes are
adjacent to existing single family and the multistory multifamily housing and health care
facilities are in the center of the development and towards 58 Street where adjacent
future uses are expected to be commercial in nature.
Staffing
The development is planned to be constructed in two phases. Phase I is expected to begin
this fall as soon as financing, plans, and approvals are in place. Phase I consists of 90
units of independent living apartments, 36 Alzheimersldementia units, 126 assisted living
units, 42 duplex units, and central facilities including dietary /kitchen, laundry and other
central offices and amenities. The office /commercial development north of 58' Street
may possibly be developed in coordination with Phase I.
Phase 1:I will begin after the market absorption of Phase I and is planned to consist of 90
independent luring cooperative units, 68 spilled nursing units, and 108 cottages, quad
homes and duplex units. Adult day care and some other central services and amenities
would also be added at this tune.
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AGREEMENT OF PURCHASE AND SALE
TIES AGREEMENT is made and entered into this day of February, 1 998 by and
between Linda Pilgreen and Daryl Haase, as Co- Personal Representatives of the Estate of Elmer
Haase ( "Seller") and Presbyterian Homes Housing and Assisted Living, Inc., a Mnnesota
nonprofit corporation, and/or its assigns, as permitted in Pgragraph 23 C'Buyee').
Seller is the owner of certain real property located in the City of Oak Park Heights,
County of Washington, State of Minnesota, comprising approximately I IS acres and generally
depicted as Parcel Al in the attached Exhibit A (the "Property"). The exact legal description of
the Property shall be verified by a survey completed in accordance with the provisions of
Paragraph 4 of tWs Agreement.
Seller desires to seh to Buyer, and Buyer desires to purchase from Seiler, the Property
upon the terms and subject to the conditions set forth herein.
NOW TBEREFOR E, in consideration of the mutual convents and agreements contained
herein„ it is hereby agreed by and between the parties as follows,
I . ALE. Seller agrees to sell and Buyer agrees to purchase on
the terms and subject to the conditions set Forth herein, the property.
2. CHAR PRICE. Buyer shall pay to Seller the sum of Four Mffion. Two
Hundred Thousaud and NQ /100th Dollars ($4,200,000,00) as and for the purchase price of the
Property, to be paid as followsa
(a) $25,000.00, as earnest money, to be paid in the form of a certified or cashier's
check, the receipt and sufficiency of which are hereby acknowledged by Seller,
such eaar°nest money to be nor- refundable {except as specifically provided in
y Paragraphs 3, 4, 5, and 6} and to be applied to the purchase price at Closing (as
d of ned in Paragraph 10);
(b) $25.000.0% as an additional down payment to be paid by Buyer in immediately
available funds on April 30, 1998, such additio" down payment to be non
refundable (except as specifically provided in Paragraphs 3 4, and 5) and to be
applied to the purchase price at Closing;
(c) $250,990,0.1 to be paid by Buyer on the date of Closing in immediately available
funds; and
(d) the balance of the purchase price, to be paid in accordance with the
terms of a Contract for Deed (the ""Contract"') to be entered into between Buyer
and S eher at Closing, which will be in substantially the form of Minnes of a Uniform
Conveyancing Porte No. 54-M, and which will provide, among other things, for
the following
i an armual interest rate of 7.5 %-
06/ 24/1998 19:10 6124909145 5I I - EDI - SHP PAGE 09
0i) rmnthly payments of accrued interest only, con n�encin 30 d a y s �' � y after the
date of Closing, and continuing until the "Maturity Date" as defined below•
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A final payment of the remaining unpaid principal balance together with
accrued and unpaid interest, on the first amversary of the Closes date;
Div) Buyer' right to prepay the bal ance of the Contract at anytime without
penalty;
(v) A restriction against construction of any improvements on the Property b
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the Buyer during the term of the Contract, including the construction or
installation of any roads, streets, utilities, or other site improvements; and
(vi) Buyer's right to assign its interest under the Contract to an affiHate of
B uyer.
3. E A JAT'IQN Qf . TITLE; COA TI IBS AND UNEDIES, As soon as
reasonably possible after the date of this Agreement, but not later than 30 days hereafter, Seller
shall deliver to Buyer, at Seller's option, either (i) an abstract of title or registered property
abstract certified to a date within 30 days of the date of this Agreement, including proper searches
covering bankruptcies, state and federal judgments and tax liens, and special. assessments (th
"Abstract "), or (ii) a conmutment for a title insurance policy, issued by a qualified insurer
acceptable to Buyer (the "Title Commitment"). Buyer shall have a period of 20 days after receipt
of the Abstract or Title Commitment to review the same and to provide Seller with a.uy written
objections that Buyer may have to title based on such review; any objections that are mot wade
within the designated time period shall be deemed waived by the Buyer, If auy title objections are
made by the Buyer, Seller sW be allowed 90 days after the date of Seller's receipt of such
written obj ections within which to make title marketable. Liens or encumbrances for liquidated
amounts which can be released by payment or escrow from proceeds of closing shall not delay the
C losing. Cure of the defects by Seller shall be reasonable, diligent, and prompt. Pending
correction, of title, all payments required herein and the Closing shah be postponed. If notice is
given and Seller makes title marketable, then upon presentation to Buyer of documentation
establishing that title has been made marketable, and if not objected to in the same time and
manner as the original title objections, Closing shah take place within 10 business days or on the
scheduled Nosing date, whichever is later. If Seller proceeds in good faith to make title
marketable but the 90 day period expires without title being made marketable, Buyer, at its
option, may declare this Agreement null and void by notice to Seller and all payments by Buyer
hereunder shall be refunded to Buyer.
If title is marketable, off' is made marketable as provided herein, and B defaults
in any of the agreements herein, Seller = elect either of the following options, as permitted by
law:
(a) Cancel this Agreement as provided by statute and retain all payments made
hereunder as liquidated damages; or
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(b) Seek specific perfomance within six months after such right of action
includin � on arses,
costs and reasonable attorneys' fees, as peffx rtted by law,
If title is .marketable or is made marketable as provided herein and Seller defaul
in any of the agreements herein, ]Buyer may, as permitted by law:
(a) Seek damages from Seller, including costs and reasonable attorneys' fees; or
(b) Seek specific perfonnance within six months after sit action arises.
All costs in Connection with the preparation and/or updating of the Abstract, or
title searches in connection with the Title Commitment, shall be paid by Seller; all other charges in
connection with Buyer's purchase of tale mnsurancc shall be pad by the Buyer.
4. Seller shall as soon as reasonably possible after execution of this
Agreement, obtain an ALTA/ACSM Land Title Survey of the Property at Sewer's expense, w hich
shall include, in addition to the " nini" urn standard detail requirements" for are ALT"AIA SM
Land Title Survey, the following information:
(a) flood zone designation and
(b) identification of bodies of water or wetlands located upon or within 200 feet of the
boundaries of the Property.
Buyer shall have a period of 20 days after its receipt of the survey to review the
survey and to raise any objections to the natters disclosed by the survey. Buyer and Seller shall
have the same rights and remedies for the correction of objections based on survey matters as
those set forth in Paragraph 3 hereof: The legal description of the Property, as determined by the
survey, shah. govern in this transaction.
5. EMMQNhENIAL . The Seller represents that the Property
includes land used for agn*cultural purposes. Seller is aware that a small portion of the Property
was at one time the site of a dump. Seller is not aware of any toxic or hazardous waste or
substances disposed of or located on the Property. Buyer shall have the right to have a Phase 11
Environmental Site Assessment CPhase 11 ") completed on Its behalf and at its expense prior to
Closing, such Phase 11 to be completed within sixty (6o) days after the date of this Agreement.
Buyer shall provide Seller with a copy of the Phase II report. In the event that the Phase II
discloses any pollutants, toxic or hazardous waste or substances, as clef ned in applicable federal
and state laws, Buyer shall provide Seller with my written objections to the environmental
condition of the Property based on the results of the Phase II, such objections to be provided to
Seller within ten (10) days after Buyer's receipt of the Phase II. Seller agrees that it will
undertake, at its expense, remedial action to correct the defects disclosed by the Phase II;
provided, however, that if such costs are anticipated to exceed the sum of $25 the Scner
shaU have the option (i) to to mm" ate this Agreement, or (ii) to negotiate the costs of further
remediation with the Buyer. Notwithstanding the foregoing clause (ii), if Buy an Seller are
unable to reach agreement m such event, this Agreement shall terminate and the earnest money
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and additional down payment paid hereunder shau be refunded to Buyer. In the event remedial
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action is required and agreed upon by Buyer and Seller, Closing shall be postponed until such time
as the remedial action is completed or otherwise agreed upon by Buyer and Seller.
]Buyer agrees to make prearrangements with Seller to allow its environmental consultants
access to the Property, and fu rther agrees that no drilling, boring or other excavating shall be
done without prior notification and consent of the Seher. In the event this Agreement is
termnated for the reasons stated in this ,paragraph 5, Buyer agrees to restore the Property to the
same c as existed on the date of this Agreement.
6. 5Q1L AND EN GINEERING TEM. Buyer and its designated agents shall have
the rtght to enter upon the Property for purposes of underling soil and engineering tests and
other studies of the Property; ah such tests and studies to be completed 'wi thin sixty (6Q) days of
the date off' this Agreement.
7, RMEhIMC Buyer hereby indemnifies and agrees to hold Seller
harmless from any and all losses, liabilities, suits, obligations, fines, dMages, judgments, actiolas,
causes of action, costs and expenses, including but not li ted t o reasonable attorneys' fees,
arising out of or related in any way to Buyer's (and Buyer's agents and representatives =) actions
in connection With Buyer's investigations, studies, and other due diligence contemplated in this
Agre erneut.
8. AM As an in to
Buyer to enter into this Agreement, Seller represents and warrants as follows:
(i) Seller is the fee simple owner of record of the Property;
the Property has direct access to a public street,
(iii) utilities, including water, sew electricity and gas are available to the
Property without the need for any casements, permits, or licenses in order
to connect improvements on the Property to such utility lines,
(iv) there are no outstaudwg options to purchase, rights of first .refusal, or other
mar rights effecting the Property;
(v) p ert the Pro is comprised of three tax parcels and no tax parcel splits shall
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be necessary to convey the Property
(vi) to the best of S ellers knowledge no toxic or hazardous substances or
- wastes, pouutants, or coatumnants have been generated, treated, stored,
released or disposed of or otherwise placed in or upon the Property (except
herbicides estiddes, or other cbewicals or products used' the o 'divary
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course of fanning agricultural land);
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06/ 24/1998 19:10 6124909145 SI I --EDI -SHP PAGE 06
(vii) to the best of Seller's knowledge, there are no aboveground g ,� and or
underground tanks located in or about the Pro ert or tanks that we re
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located n or about the Property and subsequent) removed;
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NO to Seller's knowledge there is one well located on the Property, a
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identified in the well disclose stat=ent attached hereto, and b
reference, made a part hereof
9. B Ry RE MM12RRANTIU. represents ]Buyer and
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warrants that it has the legal power, right and authority to enter into this Agreement and to
consummate the transactions contemplated herein. Buyer shall provide Seller with a copy of the
resolutions of its Board of Directors authodZing and approving the transaction described herein.
The individual executing this Agreement on behalf of Buyer has the legal right and authority o
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the Buyer to the tens and conditions hereo
10. CLOSIN AND PQMEUM. The parties agree that closing shah occur
on July 1, 1 998 (the "Closi"ng"), unless postponed by the terms of this'Agreement or by Further
agreement of the parties, and shall be held at a time and place mutu agreed upon by the parties
hereto. Seller shall deliver possession of the Property on the date of Closing; subject, however, to
c ertain restfictions set forth in the Contract.
11. I pon and subject to performance by
Buyer, Seller shall execute and deliver on the date of Closing the following documents:
(a) the Contract, free and clear of all liens and encumbrances except those matters
disclosed by the Abstract or 'Title Conunitrnent and accepted by Buyer pursuant to
paragraph 3;
(b) Standard Seller's Lien Affidavit-,
(c) Certificate of Real. Estate value;
(d) well Disclosure Certificate,
(e) Owner's Duplicate Certificate of Title , if it is determined that the Property is
Torrens; and
(f) Certified copies of appropriate probate documents relating to the estate of Elmer
Haase; and
(g) all other documents necessary or appropriate to complete the transaction
contemplated by this ,agreement.
Buyer shall, for its part, enter into the Contract, and agrees to execute all other doc=ents
necessary o appropriate to complete the transaction contemplated by this Agreement.
0 6/'2(111998 13:10 PAGE 07
12. ZQ G PLAI XIM APIPRQYAL. It is Seller's Intent to develop a S cruor
Housing Campus on the Prop erty. In furtherance thereof, the S eher agrees to coo '
Buy ' � �' Aerate with the
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y in the rezornng, platting, and PUD approval process with the City f oak Park Hei
eights.
Al costs, expenses, and fees associated with su p rezoning, and devel . P � �� P ent shah be at
the Buyer's sole cost and expense. Notwithstanding the Seller's a g r eement to cooperate w
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.
Buyer In such actions, it is agreed by the parties that the fina tat and an devel
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agreements resulting from the PTD process shall not be f naaed and recorded until the Contract
has been paid in fill.
13 . PARK.D N. As a requirement o f the platting 'and P UD approval
process, it is anticipated that the City of oak Park Heights Will require ' a certain percentage or
portion of the Property to be dedicated as "green space" to be used as park land, The Buyer
agrees that any su ch park shall be named "Haase P ark"'.
14 . C LOSRM - AID JUS qr.iYil�l
(a) All real estate taxes due and payable in the year of Closing shalt be prorated
between the parties as of the Closing date;
(b) All levied and pendiag special assessments as of the date of Closiug shah be paid
by S cUer except any such assessments that may be the result of Buyer's
development plans;
(c) Seller shall be responsible for the payment of state deed tax and recording fees
normally paid by Seller; B uyer shall be responsible for payment of Buyer's normal
recording fees;
(d) The costs of title evidence and title insurance shall be paid in accordance with
paragraph 3 hereof
(e) If the ser aces of a title insurance company are retained to close this transaction.,
the closing fee charged by the title company shah be paid 50150 by Buyer and
Seller.
15. W QD&WSSIONS Buyer and Seller hereby represent and warrant to each other
that the only agent or broker involved with the t ransa ctio n contemplated by this Agreement in
such a manner as to give rise to a valid claim for a broker's fee or commission is Kohns
Commercial Real Estate. Buyer agrees that it is responsible for the payment of the broker's
con=usion, and the Buyer gill indemnify and hold Seller harmless from and against any and all
liability, obligation, loss, cost or expenses (including reasonable attorneys fees) in connection with
the claims of any such agent, broker or other person which are based on the actions or agreements
of the Buyer.
16. . All notices and other communications required or permitted to be
given or served under this Agreement shall be in writing and s hall be deemed to have been duly
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given if delivered in person or deposited in the U.S. mail, postage prepaid, for mailing by certified
mail, return receipt requested, as follows:
Buyer: Presbyterian Homes of Minnesota
3 220 Twice Johanna 131vd.
Arden mss, N1N 55112
Attention- Dan Lindh
Sellers: IIr Daryl Haase
IS 17 Geneva Avenue North
Oakdale, NW 55128
Either party may change its respective address by giving notice to the other party hereto as
provided herein,
17 . ENJMNJ__JQDJv1A%. In the event the Property, or any part thereof, is, or
becomes, subject to exmnent domain or condemnation proceedings on or before the Closing, at its
sole option, Buyer may terminate this Agreement. In the event Buyer exercises this option, all
monies paid by Buyer shah be refunded to Buyer. In the alternative, Buyer may elect to complete
the purchase of the Property, and after notice of this election to Seller, Seller shad assign its rights
to all proceeds to Buyer and shall allow Buyer to be substituted in its place in all proceedings and
to make all decisions in connection with the proceeding.
18. . It is expressly understood and agreed that Seller and
Buyer sha11 each be entirely responsible for the payment of any attorneys' fees incurred by each
party relating to the legal services fished to such party m' connection with the transactions
contemplated herew; provided, however, that Ma the event that either ply hereto should employ
the services of an attorney in connection with a breach of this Agreement or the enforcement of
the terms hereof, the defaulting or losing party shall pay, in addition to any other sure due
hereunder, the prevailing party's reasonable attorneys" fees, costs and expenses.
19, ° `EME OF THE ESSEhME. 'Time is of the essence for all terms of this
Agreement.
20. No waiver, modification, or
amendment of any term, condition, or provision of this Agreement shah be valid or of any effect
unless made in writing and signed by the parties hereto. Any waiver by either of the parties as to
a default of the other shall not affect or impair any rht arising from any subsequent default
hereunder. Nothing herein shall limit the ruts or remedies of the parties hereto under and
pursuant to this Agreement.
I. TL1TY. If any provision of this Agreementis held to be invalid or
unenforceable under any applicable law, that holding shall not affect-the validity or enforceabihty
of the rest of the agreement.
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22. RMaYABIL111 All of the representations and warranties of this Agreement
shall survive the Closing and shall n merge with the C v ntract (or deed delivered upon full
payment of the Contract).
23. SUCCESSORS AM ASSIUNS This Ageement shall be binding upon and inure
to the beaefxt of the parties hereto and their respective successors and assigns; it berg
understood, however-, that Buyer may not assign its interest wi thout the prior written consent of
the Seiler, except in the case of an assignment to an ablate of the Buyer.
24. This .Agre and any other documents related hereto
shall be interpreted and enforced an accordance Wi the laves of the State oflnnesota.
IN WITNESS WHEREOF, Buyer anal Seller have caused this Agreement to be - executed
as of the day and year first above wiAten.
Dated: , 1 998 SELLd
,... �.
Linda Piigre en, as c o -p nal representative
of the estate of Elmer Haas
... •... .. W.� ,,..._...,..,.,,... .... .�........; ....:t,::.: .••'•..,;n_ ee- .ar..y� rm- ar.....
Daryl e, as co- personal representative
of the estate of Elmer Haase
Dated I t , 1 998 BUYE4 R ID
,CIE S B YTE .N HOMES HOUSI
ASSISTED LIVING, INC.
.
B y. - a
Title: O
,znK 942982.2 8